Tamboran Resources Corp

PROPOSAL 12

APPROVAL, FOR PURPOSES OF ASX LISTING RULE 7.1, SECTION 312.03 OF THE NYSE LISTED COMPANY MANUAL AND FOR ALL OTHER PURPOSES, OF THE ISSUE OF SHARES OF COMMON STOCK TO MACQUARIE BANK LIMITED PURSUANT TO THE FACILITY LETTER AGREEMENT

On December 19, 2024, Tamboran Resources Pty Ltd (ACN 135 299 062) (“TR Ltd”), as guarantor, entered into a Performance Bond Facility Letter Agreement with Tamboran (West) Pty Limited (ACN 661 967 077) (“TR West”), as borrower, each a wholly owned subsidiary of the Company, as obligors, and Macquarie Bank Limited (ACN 008 583 542) (“MBL”), as lender (the “Facility Letter Agreement”). The Facility Letter Agreement provides TR West with A$25,000,000 in availability (“Facility A”) for letters of credit and bank guarantees (“Performance Bonds”) and includes two potential additional performance bond facilities, each in the amount of A$5,000,000 (“Facility B” and “Facility C”, respectively, and collectively, the “Facilities”). All Facilities terminate on December 19, 2027. The obligations under the Facility Letter Agreement are unconditionally guaranteed on a senior secured basis by TR Ltd.

In relation to Facility A, the Company and its subsidiaries (“TBN Group”) incurred an establishment fee of A$500,000. The outstanding letters of credit and bank guarantees under the Facilities are subject to a drawdown fee of 10% per annum, payable quarterly in arrears. TBN Group is also required to pay a commitment fee of 4% per annum, payable quarterly in arrears, on the average monthly unused amount of the Facilities. If TR West, as the borrower, fails to pay any amount payable under the Facility Letter Agreement by the due date, interest accrues on the overdue amount at a rate of 12% per annum, payable quarterly in arrears.

As of June 2, 2025, there was A$12,164,176.50 of letters of credits issued under the Facility Letter Agreement, with A$12,835,823.50 of unused credit under Facility A and A$10,000,000 of unused credit under Facility B and Facility C.